UMB FINANCIAL CORP (UMBF)
Sector: Financials
2026 Annual Meeting Analysis
UMB FINANCIAL CORP · Meeting: April 28, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 14 Directors for Terms Ending at the 2027 Annual Meeting of Shareholders
Director since 2015 with relevant financial services and asset management experience; UMB's 3-year return of +106.7% outperforms the peer group median by +40.6pp, well below the 65pp threshold needed to trigger a vote against, and no other disqualifying flags apply.
Director since 2020 with leadership and policy expertise; stock performance is strong and no overboarding, attendance, or independence concerns were identified.
Director since 2007 with entrepreneurial, finance, and M&A experience; UMB's strong 3-year TSR versus the peer group and QABA benchmark does not trigger any performance concern.
Long-tenured lead independent director since 2003 with extensive CEO and engineering leadership experience; no TSR underperformance trigger fires given UMB's +106.7% 3-year return, and no other disqualifying factors were found.
Director since January 2025, which is less than 24 months ago, making him exempt from the TSR performance trigger; brings relevant technology, financial services, and strategic expertise.
Director since January 2025, within the 24-month exemption window for the TSR trigger; brings technology, operational, and board governance experience.
Chairman and CEO since 2004; UMB's 3-year TSR of +106.7% outperforms the peer group median by +40.6pp, which does not reach the 65pp threshold required to trigger a vote against an executive director, and no other disqualifying flags apply.
Director since 2017 with deep finance, audit, and construction industry experience including prior CPA background at KPMG; no TSR or governance concerns identified.
Director since January 2025, within the 24-month exemption window; brings human capital and organizational transformation expertise relevant to UMB's post-acquisition integration.
Director since January 2025, within the 24-month exemption window; brings public accounting, investment advisory, and pension fund oversight expertise and has been designated an audit committee financial expert.
Director since 2019 with healthcare operations and risk management experience; no TSR underperformance trigger applies and no other disqualifying factors were found.
Director since 2000 with extensive financial services CEO experience and designated audit committee financial expert; UMB's strong 3-year TSR does not trigger any performance concern.
Director since 1998 with over two decades of board service, investment expertise, and deep knowledge of UMB's compensation programs; no TSR or governance concerns identified.
Director since 2016 with cybersecurity, technology, and enterprise risk management expertise; UMB's 3-year outperformance versus the QABA benchmark and peer group does not trigger any performance-based concern.
All 14 director nominees receive a FOR vote. UMB's 3-year total return of +106.7% outperforms the peer group median by +40.6pp and the QABA — First Trust NASDAQ ABA Community Bank Index by +53.2pp, both well below the 65pp threshold required to trigger a vote against any director. Five directors who joined in January 2025 in connection with the HTLF acquisition are within the 24-month exemption window. The board discloses a skills matrix, has multiple designated audit committee financial experts, all committee members are independent, and all directors met the 75% attendance requirement in 2025.
Say on Pay
✓ FORCEO
J. Mariner Kemper
Total Comp
$10,350,577
Prior Support
98%%
CEO total compensation of $10.35 million is consistent with expectations for a regional bank CEO at UMB's market cap and scale, particularly given the complexity added by the HTLF acquisition in 2025. The pay mix is heavily weighted toward variable compensation — approximately 88% of the CEO's total pay came from performance-based bonuses and equity awards, well above the 50-60% threshold the policy requires. UMB received over 98% shareholder support on say-on-pay at the 2025 annual meeting, signaling strong shareholder endorsement, and the company's 3-year stock return of +106.7% far outpaces both the peer group median and the QABA — First Trust NASDAQ ABA Community Bank Index, supporting the view that incentive pay has been well-earned. A meaningful clawback policy compliant with SEC and NASDAQ rules is in place, and the performance metrics used for both short-term and long-term awards — core pre-provision net revenue, net charge-off ratios, 3-year earnings per share, and adjusted return on tangible common equity — are objective, measurable, and tied to multi-year outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,620,700
Non-Audit Fees
$318,650
Non-audit fees (audit-related fees of $98,800 plus tax fees of $201,850 plus other fees of $18,000, totaling $318,650) represent approximately 6.9% of core audit fees of $4,620,700, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of UMB's $8.8 billion market cap; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements were identified.
Overall Assessment
The 2026 UMB Financial annual meeting presents a straightforward ballot: all 14 director nominees receive a FOR vote supported by UMB's exceptional 3-year total return of +106.7%, which significantly outperforms both the peer group median and the QABA — First Trust NASDAQ ABA Community Bank Index benchmark; KPMG's re-engagement as auditor passes cleanly with non-audit fees representing only 6.9% of audit fees; and the say-on-pay proposal warrants support given a heavily performance-weighted pay structure, strong shareholder approval history, and demonstrated alignment between executive pay and outstanding stock performance. There are no stockholder proposals on this year's ballot and no disqualifying governance flags across any of the standard proposals.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing